UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PATLEX CORPORATION
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(Name of Issuer)
Common Stock, $.10 Par Value
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(Title of Class of Securities)
703245100
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 1996
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_] . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 703245100 Page 2 of 5 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as the sole proprietor of Soros
Fund Management)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
This Amendment No. 1 to Schedule 13D relates to shares of common
stock, $.10 par value per share (the "Patlex Shares"), of Patlex Corporation
(the "Issuer"). This Amendment No. 1 amends the initial statement on Schedule
13D dated October 6, 1995 (the "Initial Statement") filed by the Reporting
Person (as defined herein). This statement on Schedule 13D is being filed by the
Reporting Person to report that, on August 20, 1996, the shareholders of the
Issuer approved a plan of reorganization of the Issuer pursuant to which, on
August 21, 1996, the Issuer was merged into Holdco, a publicly held holding
company, which was subsequently renamed "DBT Online, Inc." (the
"Reorganization"). As a result of the Reorganization, each Patlex Share
outstanding was converted into one share of Holdco common stock. Accordingly,
the Reporting Person may no longer be deemed the beneficial owner of more than
5% of the outstanding Patlex Shares. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to them in the Initial
Statement. The Initial Statement is amended as follows.
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to the Patlex
Shares. The address of the principal executive offices of the Issuer is 5550
West Flamingo Road, Suite B-5, Las Vegas, Nevada 89103.
Item 2. Identity and Background.
Updated information concerning the identity and background of the
Managing Directors of SFM is set forth in Annex A hereto and incorporated by
reference in response to this Item 2.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Patlex Shares of which the Reporting
Person may be deemed a beneficial owner is 0.
Mr. Stanley Druckenmiller, a Managing Director of SFM, owns a
majority interest in Duquesne Capital Management, L.L.C. ("Duquesne"), a
registered investment adviser. Accounts of investment advisory clients over
which Duquesne exercises investment discretion (the "Duquesne Clients")
previously held, immediately prior to the Reorganization, 80,312 Patlex Shares,
but as a result of the Reorganization no longer hold any Patlex Shares. By
reason of his position with Duquesne, Mr. Druckenmiller may have been deemed to
be the beneficial owner, for purposes of Rule 13d-3 under the Act, of all such
Patlex Shares held by the Duquesne Clients.
The Reporting Person expressly disclaims beneficial ownership of
any Patlex Shares that were not held directly for the account of Quantum
Partners.
(b) Pursuant to the terms of the SFM Contract, the Reporting
Person may have been deemed to have sole power to direct the voting and
disposition of securities held for the account of Quantum Partners, including
the Patlex Shares.
(c) Except as described above, there have been no transactions in
the Patlex Shares effected since July 6, 1996 (60 days prior to the date
hereof).
(d) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held by Quantum Partners in accordance with their ownership interests
in Quantum Partners.
(e) The Reporting Person ceased to be the beneficial owner of
more than 5% of the outstanding Patlex Shares on August 21, 1996.
<PAGE>
Page 4 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 5, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
-------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 5 of 5 Pages
ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
